Commentary & Deal Flow

Azule Energy Finance Plc (AZURGY), exp B2/B+ (s/s) by Moody's/Fitch, US$1.5bn 144A/Reg S 2-part sr notes (5nc2 due 1/22/31 and 7nc3 due 1/22/33). Citi (B&D)/JPM/Rand Merchant Bank/Standard Bank/StanChart joint books. Co-Managers: Absa, Miz, MUFG, SMBC. Guarantors: Azule Energy Holdings Limited (the “Company”), Azule Energy Angola (Block 18) B.V., Azule Energy Angola B.V., Azule Energy Angola Production B.V., Azule Energy Angola S.p.A, Azule Energy Exploration (Angola) Limited, Azule Energy Exploration Angola (KB) Limited, and Azule Energy Limited. Call schedule: 5nc2: Non callable during the first two years. First call commencing 22 January 2028 at 100.000% + 50% of coupon, Second call commencing 22 January 2029 at 100.000% + 25% of coupon, Commencing 22 January 2030 callable thereafter at 100.000%; 7nc3: Non callable during the first three years. First call commencing 22 January 2029 at 100.000% + 50% of coupon, Second call commencing 22 January 2030 at 100.000% + 25% of coupon, Commencing 22 January 2031 callable thereafter at 100.000%. Make-whole Call: During non-call period, at a discount rate of Treasury plus 50 basis points. Change of Control: Put at 101%. Covenants: Incurrence based covenants including but not limited to:Debt Incurrence: Fixed Charge Coverage Ratio of 2.0x; Restricted Payments: 50% of CNI subject to incurrence ratio; amongst others. Interest Payment Dates: Fixed, semi-annual payable in arrear, on 22 January and 22 July of each year commencing 22 July 2026. Denominations: $200,000 and integral multiples of $1,000 in excess thereof. Day count Fraction: 30/360. Clearing: Reg S: Euroclear and Clearstream144A: DTC. Listing / Trading: The International Stock Exchange. Governing Law: New York Law. UOP: General corporate purposes and to pay certain costs, fees and expenses related to the Offering. Pricing 1/14. Settle 1/22 (T+5). 144A ISIN / CUSIP: US05501YAB48/ 05501YAB4.

IPTs: 5nc2: 8.625% area, 7nc3: 9.00% area.

GUIDANCE: 5nc2: 8.375% area, 7nc3: 8.75% area.

LAUNCHED:
$850m 5nc2 at 8.25%.
$650m 7nc3 at 8.625%.